A number of limited partnerships must register ownership interests
14 June 2016
From 1 July 2016, a number of limited partnerships will also be subject to the duty to register ownership interests in the Danish Public Register of Major Shareholders. This is the result of a new executive order from the Danish Business Authority.
On 15 December 2015, the rules on registering certain ownership interests in the Danish Public Register of Major Shareholders entered into force.
Up to now, only public limited liability companies, private limited liability companies, including entrepreneurial companies, as well as limited partnership companies have been subject to this duty to register certain owners. However, on 1 June 2016 the Danish Business Authority issued a new executive order (Executive Order No 557 of 1 June 2016) stipulating that in future a number of limited partnerships will also be subject to the duty to register ownership information in the Danish Public Register of Major Shareholders.
The limited partnerships that are now also subject to the duty to register owners are limited partnerships subject to registration under the Danish Consolidated Act on Certain Commercial Undertakings, meaning limited partnerships where the general partner in the limited partnership is either:
Shareholders holding minimum 5% of the votes or the shares in the limited partnership are subject to the rules, as is the case for shareholders in public limited liability companies, private limited liability companies, including entrepreneurial companies, and limited partnership companies. When a shareholder's holding fulfils or no longer fulfils the thresholds of 5%, 10%, 15%, 20%, 25%, 50%, 90% and 100% as well as 1/3 and 2/3, such information must also be reported.
If a person or a business acquires minimum 5% of the votes or the shares in a limited partnership subject to the new rules, such person or business must notify the limited partnership no later than two weeks after the acquisition. As soon as possible after the receipt of such notification, the limited partnership must register the ownership information in the Danish Public Register of Major Shareholders.
It is also important to note that if a limited partnership does not have any shareholders fulfilling the requirement of minimum 5% of the votes or the shares in the limited partnership, then the limited partnership must register such information in the Danish Public Register of Major Shareholders as has also been the requirement up to now in respect of for instance public limited liability companies and private limited liability companies.
The information registered in the Danish Public Register of Major Shareholders is publicly available and it means that it is possible to see the registered ownership information on the website of the Danish Business Authority together with the other registered information such as information about the limited partnership's registered management, address, object and the authority to sign for the limited partnership.
The publication of the ownership information is made by indicating intervals. If it has been registered that a person has exceeded the threshold of 10% of the votes and shares, it will be made public in the system that the person in question holds between 10 - 14.99% of both the shares and the votes.
The expansion of the Danish Public Register of Major Shareholders to also include certain limited partnerships enters into force on 1 July 2016. However, there will be a transitional scheme as stipulated in the Executive Order, meaning that the first registration in respect of existing limited partnerships must take place no later than on 1 October 2016.
Up to now, only public limited liability companies, private limited liability companies, including entrepreneurial companies, as well as limited partnership companies have been subject to this duty to register certain owners. However, on 1 June 2016 the Danish Business Authority issued a new executive order (Executive Order No 557 of 1 June 2016) stipulating that in future a number of limited partnerships will also be subject to the duty to register ownership information in the Danish Public Register of Major Shareholders.
The limited partnerships that are now also subject to the duty to register owners are limited partnerships subject to registration under the Danish Consolidated Act on Certain Commercial Undertakings, meaning limited partnerships where the general partner in the limited partnership is either:
- a Danish or a foreign limited liability company; or
- a Danish or a foreign limited partnership or a partnership where all general partners/partners are Danish or foreign limited liability companies.
Shareholders holding minimum 5% of the votes or the shares in the limited partnership are subject to the rules, as is the case for shareholders in public limited liability companies, private limited liability companies, including entrepreneurial companies, and limited partnership companies. When a shareholder's holding fulfils or no longer fulfils the thresholds of 5%, 10%, 15%, 20%, 25%, 50%, 90% and 100% as well as 1/3 and 2/3, such information must also be reported.
If a person or a business acquires minimum 5% of the votes or the shares in a limited partnership subject to the new rules, such person or business must notify the limited partnership no later than two weeks after the acquisition. As soon as possible after the receipt of such notification, the limited partnership must register the ownership information in the Danish Public Register of Major Shareholders.
It is also important to note that if a limited partnership does not have any shareholders fulfilling the requirement of minimum 5% of the votes or the shares in the limited partnership, then the limited partnership must register such information in the Danish Public Register of Major Shareholders as has also been the requirement up to now in respect of for instance public limited liability companies and private limited liability companies.
The information registered in the Danish Public Register of Major Shareholders is publicly available and it means that it is possible to see the registered ownership information on the website of the Danish Business Authority together with the other registered information such as information about the limited partnership's registered management, address, object and the authority to sign for the limited partnership.
The publication of the ownership information is made by indicating intervals. If it has been registered that a person has exceeded the threshold of 10% of the votes and shares, it will be made public in the system that the person in question holds between 10 - 14.99% of both the shares and the votes.
The expansion of the Danish Public Register of Major Shareholders to also include certain limited partnerships enters into force on 1 July 2016. However, there will be a transitional scheme as stipulated in the Executive Order, meaning that the first registration in respect of existing limited partnerships must take place no later than on 1 October 2016.
